JZR GOLD Announces Private Placement Offering of Units to Raise up to $750,000
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JZR GOLD INC.
September 27, 2024 TSXV: JZR
JZR GOLD ANNOUNCES PRIVATE PLACEMENT OFFERING OF UNITS TO RAISE UP TO $750,000
Vancouver, British Columbia, Canada – JZR Gold Inc. (the “Company” or “JZR”) (TSX-V: JZR) is pleased to
announce that it intends to undertake a non-brokered private placement offering (the “Offering”) of up
to 5,000,000 units (each, a “Unit”) at a price of $0.15 per Unit, to raise aggregate gross proceeds of up to
$750,000. Each Unit will be comprised of one common share (each, a “ Share”) and one share purchase
warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one additional common share
(each, a “Warrant Share”) in the capital of the Company at an exercise price of $0. 20 per Warrant Share
for a period of thirty-six (36) months after the closing of the Offering.
The Units will be offered pursuant to available prospectus exemptions set out under applicable securities
laws and instruments, including National Instrument 45 -106 – Prospectus Exemptions. The Offering will
also be made available to existing shareholders of the Company who, as of the close of business on
September 24, 2024 , held common shares (and who continue to hold such common shares as of the
closing date), pursuant to the existing shareholder exemption set out in BC Instrument 45-534 Exemption
From Prospectus Requirement for Certain Trades to Existing Security Holders (the “Existing Securityholder
Exemption”). The Existing Securityholder Exemption limits a shareholder to a maximum investment of
CAD$15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of
the investment an d, if the shareholder is resident in a jurisdiction of Canada, that advice has been
obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company
receives subscriptions from investors relying on the Existing Sharehol der Exemption which exceeds the
maximum amount of the Offering, the Company intends to adjust the subscriptions received on a pro-
rata basis.
Certain Insiders (as such term is defined under the policies of the TSX Venture Exchange (the “Exchange”))
of the Company may participate in the Offering. Any participation of Insiders in the Offering will constitute
a “related party transaction” within the meaning of Multilateral Instrument 61 -101 – Protection of
Minority Security Holders in Special Transactions (“MI 61 -101”). The Company intends to rely on
exemptions from the formal valuation and minority shareholder approval requirements provided under
subsections 5.5(a) and 5.7(a) of MI 61 -101 on the basis that participation in the Offering by Insiders w ill
not exceed 25% of the fair market value of the Company’s market capitalization.
The Offering may close in one or more tranches, as subscriptions are received. The Securities will be
subject to a hold period of four months and one day from the date of issuance. Closing of the Offering,
which is expected to occur on or about October 4, 2024 , will be subject to satisfaction of certain
conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals,
including approval by the Exchange.
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The Company intends to use the net proceeds from the Offering to prepare and commence operation of
the gravimetric processing mill that was constructed on the Vila Nova gold project located in the state of
Amapa, Brazil, and for general working capital purposes.
For further information, please contact:
Robert Klenk
Chief Executive Officer
Forward-Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments
that the Company believes, expects or anticipates will or may occur in the future. Forward-looking statements in this news
release include statements with respect to the details of the Offering, including the anticipated use of the net proceeds. Forward-
looking information reflects the expectations or beliefs of management of the Company based on information currently available
to it. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or
implied by such forward-looking information. These factors include, but are not limited to: risks associated with the business of
the Company; business and economic conditions in the mineral exploration industry generally; the supply and demand for labour
and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks related to
inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failur e of
equipment or processes to operate in accordance with the specifications or expectations, unavailability of materials and
equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action and
unanticipated e vents related to health, safety and environmental matters); risks related to adverse weather conditions;
geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and other risk
factors as detailed from time to time in the Company’s continuous disclosure documents filed with the Canadian securities
regulators. The forward-looking information contained in this press release is expressly qualified in its entirety by this cautionary
statement. The Com pany does not undertake to update any forward -looking information, except as required by applicable
securities laws.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this press release.
None of the securities of JZR have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”),
or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons
in the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration
or an exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation
of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solic itation
or sale would be unlawful.